SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (date of earliest event reported): April 29, 2004

                             CARRIZO OIL & GAS, INC.
             (Exact name of registrant as specified in its charter)


       Texas                  000-22915                 76-0415919
  (State or other            (Commission             (I.R.S. Employer
  jurisdiction of            File Number)           Identification No.)
   incorporation)

                14701 St. Mary's Lane
                      Suite 800
                    Houston, Texas                         77079
       (Address of principal executive offices)          (Zip code)




       Registrant's telephone number, including area code: (281) 496-1352








Item 5.   Other Events.

          We are  disclosing  our updated  drilling  schedule for 2004.  We have
budgeted  to drill  approximately  36 gross  wells  (16.2 net) in the Gulf Coast
region and 13 gross  wells (9.4 net) in our East  Texas Area and  Barnett  Shale
trend in 2004.

          We are also disclosing that we have budgeted  capital  expenditures in
2004 of  approximately  $45.0  million,  excluding the recently  announced  $8.2
million  acquisition in the Barnett Shale trend which we expect will be financed
by a mezzanine project facility currently under negotiation.

          The statements contained in this report including, but not limited to,
those relating to our drilling schedule and capital  expenditures for 2004 and a
mezzanine project facility currently under negotiation and other statements that
are not historical facts are forward-looking statements. Such statements involve
risks and  uncertainties,  including,  but not limited to, those relating to our
dependence on our  exploratory  drilling  activities,  the volatility of oil and
natural  gas  prices,  the need to  replace  reserves  depleted  by  production,
operating  risks of oil and natural gas  operations,  our  dependence on our key
personnel,  factors that affect our ability to manage our growth and achieve our
business   strategy,   risks   relating  to  our  limited   operating   history,
technological  changes,  our  significant  capital  requirements,  the potential
impact of government regulations, adverse regulatory determinations, litigation,
competition,  the  uncertainty  of reserve  information  and future net  revenue
estimates,  property acquisition risks, industry partner issues, availability of
equipment, weather and other factors described in our Annual Report on Form 10-K
for the year ended December 31, 2003 and our other filings in the Securities and
Exchange  Commission.  Should  one or  more  of  these  risks  or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual outcomes
may vary  materially  from those  indicated.  All  subsequent  written  and oral
forward-looking  statements  attributable  to us or persons acting on our behalf
are  expressly  qualified  in their  entirety  by  reference  to these risks and
uncertainties.   You  should  not  place  undue   reliance  on   forward-looking
statements.  Each  forward-looking  statement  speaks only as of the date of the
particular statement.

Item 12.  Results of Operations and Financial Condition.

          The  following  information  is  furnished  under  Item 12 of Form 8-K
(Results of Operations and Financial Condition).

          Our press release dated April 29, 2004 announcing  production,  prices
and other  operational  results of Carrizo Oil & Gas, Inc. for the first quarter
of 2004,  furnished as Exhibit 99.1 to this report, is incorporated by reference
herein.

          None of the  information  furnished  in  Item 12 and the  accompanying
exhibit  will be deemed  "filed" for  purposes  of Section 18 of the  Securities
Exchange  Act of  1934,  not  will it be  incorporated  by  reference  into  any
registration  statement  filed by Carrizo Oil & Gas under the  Securities Act of
1933, as amended,  unless specifically  identified therein as being incorporated
therein by reference.  The  furnishing of the  information in this report is not
intended to, and does not,  constitute a  determination  or admission by Carrizo
Oil & Gas, that the information in this

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report  is  material  or  complete,  or  that  investors  should  consider  this
information before making an investment decision with respect to any security of
Carrizo Oil & Gas.

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                                   SIGNATURES



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      CARRIZO OIL & GAS, INC.




                                      By: /s/ Paul F. Boling
                                          ------------------
                                      Name:  Paul F. Boling
                                      Title: Vice President and
                                             Chief Financial Officer

Date:  April 30, 2004

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                                  EXHIBIT INDEX



             The following exhibit is furnished pursuant to Item 12:



99.1     Press Release, dated April 29, 2004, Announcing Operational Results for
         First Quarter 2004.

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